California Corporate & Securities Law

Professor Jill E. Fisch at the University of Pennsylvania has recently released a working paper in which she examines the shareholder agreements and argues that that courts should limit their enforcement to those situations that are exclusively...

The California legislature went into recess on Tuesday until adjournment sine die at midnight on November 30.  Cal. Const. Art. IV, § 3, Joint Rule 51(b).  Under the Constitution no bill may be passed by either house on or after September 1 of an...

Out of Exodus?

Note to readers:  This blog has been updated to correct and clarify the original posting.

A foreign corporation registering to transact intrastate business in California must disclose, among other things:

The California legislature convened over the weekend as the current biennium comes to a close today.  On Sunday afternoon, the Assembly Banking and Finance Committee heard the Senate amendments to AB 979, a bill that would impose quotas on the boards...

As has been widely reported, the Securities and Exchange Commission this week adopted amendments to Regulation S-K which it describes as modernizing "the description of business, legal proceedings, and risk factor disclosures that registrants are...

While there may be a myriad of differences between a physical store and a website, a California Court of Appeal ruled yesterday that corporeal is the equivalent of the incorporeal, at least when it comes to jurisdiction.  

Next Monday will mark the end of the California legislature's current session, meaning that any bill not passed by that date will die. Typically, the last few days of a legislative session are chaotic with many bills being amended at the eleventh...

Recently, I was involved in a discussion of legal opinions regarding issues of significant legal uncertainty. The 2005 Report of the erstwhile Corporations Committee of the equally erstwhile Business Law Section of the still existing State Bar of...